Domestic (Nevada) Corporation Articles of Incorporation

Transcription

*040105*
*040105*
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Articles of Incorporation
(PURSUANT TO NRS CHAPTER 78)
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation:
2. Registered
Agent for Service
of Process: (check
Commercial Registered Agent:
Name
Noncommercial Registered Agent
(name and address below)
only one box)
Office or Position with Entity
OR
(name and address below)
Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity
Nevada
Street Address
City
Mailing Address (if different from street address)
City
Zip Code
Nevada
3. Authorized
Stock: (number of
shares corporation is
authorized to issue)
Number of
shares with
par value:
Par value
per share: $
4. Names and
1)
Addresses of the
Name
Board of
Directors/Trustees: Street Address
(each Director/Trustee
must be a natural person
at least 18 years of age;
attach additional page if
more than two
directors/trustees)
5. Purpose: (optional;
City
State
Zip Code
City
State
Zip Code
2)
Name
Street Address
The purpose of the corporation shall be:
6. Benefit Corporation:
required only if Benefit
Corporation status
selected)
7. Name, Address
and Signature of
Incorporator: (attach
additional page if more
than one incorporator)
8. Certificate of
Acceptance of
Appointment of
Registered Agent:
Zip Code
Number of
shares
without
par value:
(see instructions)
Yes
I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge
that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of
the Secretary of State.
X
Name
Incorporator Signature
Address
City
State
Zip Code
I hereby accept appointment as Registered Agent for the above named Entity.
X
Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity
Date
Nevada Secretary of State NRS 78 Articles
Revised: 1-5-15
This form must be accompanied by appropriate fees.
Reset
BARBARA K. CEGAVSKE
Secretary of State
(775) 684-5708
Instructions for
Articles of Incorporation
(PURSUANT TO NRS CHAPTER 78)
IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM.
1.
Name of the Corporation: A name appearing to be that of a natural person and containing a given name or initials must not
be used as a corporate name except with the addition of a corporate ending such as Incorporated, Inc., Limited, Ltd., Company,
Co., Corporation, Corp. or other words that identify it as not being a natural person. The name must be distinguishable from the
names of corporations, limited-liability companies, limited partnerships, limited-liability limited partnerships, business trusts or
limited-liability partnerships on file in the office of the Secretary of State. A name may be reserved, if available, for 90 days by
submitting a name reservation form with a $25.00 filing fee. For details you may call (775) 684-5708, visit www.nvsos.gov, or
write to the Secretary of State, 202 North Carson Street, Carson City, NV 89701-4201.
2. Registered Agent: Persons wishing to incorporate in the State of Nevada must designate a person as a registered agent
who resides or is located in this state. Every registered agent must have a street address in this state for the service of process,
and may have a separate Nevada mailing address such as a post office box, which may be different from the street address.
3. State the number of shares the corporation shall have the authority to issue with par value and its par value in appropriate
space provided. State the number of shares without par value in the space provided for shares without par value.
4. State the names and addresses of the first governing board. Use a separate 8 ½ x 11 sheet as necessary for additional
members. Directors or trustees must be at least 18 years of age.
5. If it appears from the name and/or purpose of the entity being formed that it is to be regulated by the Financial Institutions
Division, Insurance Division, State Board of Professional Engineers and Land Surveyors, State Board of Accountancy or Real
Estate Division, the application will need to be approved by the regulating agency before it is filed with the Office of the
Secretary of State. A purpose is required if electing Benefit Corporation status.
6. By selecting “Yes” you are indicating that the corporation is organized as a benefit corporation organized pursuant to NRS
Chapter 78B with a purpose of creating a general or specific public benefit. The purpose for which the benefit corporation is
created must be disclosed in the purpose field.
7. Names and addresses of the incorporators are required. Each incorporator must sign. Additional 8 ½ x 11 white sheet will
be necessary if more than 1 incorporator.
8. Registered agent must complete and sign certificate of acceptance at bottom of form or attach a separate signed certificate
of acceptance.
9. On a separate 8 ½ x 11, white sheet you may state additional information you wish to be part of the articles. This is an
optional provision.
***IMPORTANT***
INITIAL LIST OF OFFICERS: Pursuant to NRS 78.150, each corporation organized under the laws of this state shall, on or
before the last day of the first month after the filing of its articles of incorporation, and annually thereafter, file its list of
officers, directors and registered agent. The initial list fee is $150.00. Forms will be mailed to you upon the organization
of your corporation and annually thereafter to the corporation’s registered agent.
COPIES: One file stamped copy of the articles will be returned at no additional charge. To receive a certified copy,
enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated
when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order. NRS
78.105 requires that a corporation receive at least one certified copy to be kept in the office of the registered agent. The
Secretary of State keeps the original filing.
CEREMONIAL CHARTER: Ceremonial (colored) charters are also available for an additional $100.00.
FILING FEE: Filing fee is based on the number of shares authorized. Please see the attached fee schedule. Filing may
be expedited for an additional $125.00 expedite fee.
Filing may be submitted at the office of the Secretary of State or by mail at the following addresses:
MAIN OFFICE:
SATELLITE OFFICE:
Regular and Expedited Filings
Expedited Filings Only
Secretary of State
Secretary of State – Las Vegas
New Filings Division
Carson City NV 89701-4201
Phone: 775-684-5708
Fax: 775-684-7138
Commercial Recordings Division
555 East Washington Ave, Suite 5200
Las Vegas NV 89101
Phone: 702-486-2880
Fax: 702-486-2888
Nevada Secretary of State Form NRS 78 Articles Instructions
Revised on: 7-1-15
*180304*
*180304*
BARBARA K. CEGAVSKE
Secretary of State
(775) 684-5708
Registered Agent
Acceptance
(PURSUANT TO NRS 77.310)
This form may be submitted by: a Commercial Registered Agent,
Noncommercial Registered Agent or Represented Entity. For more
information please visit http://www.nvsos.gov/index.aspx?page=141
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Acceptance of Appointment by Registered Agent
In the matter of
Name of Represented Business Entity
am a:
I,
Name of Appointed Registered Agent OR Represented Entity Serving as Own Agent*
(complete only one)
a)
commercial registered agent listed with the Nevada Secretary of State,
b)
noncommercial registered agent with the following address for service of process:
Nevada
Street Address
City
City
Zip Code
Nevada
c)
Zip Code
represented entity accepting own service of process at the following address:
Title of Office or Position of Person in Represented Entity
Nevada
Street Address
City
City
Zip Code
Nevada
and hereby state that on
the above named business entity.
Zip Code
I accepted the appointment as registered agent for
Date
X
Authorized Signature of R.A. or On Behalf of R.A. Company
Date
*If changing Registered Agent when reinstating, officer's signature required.
X
Date
Signature of Officer
Nevada Secretary of State Form RA Acceptance
Revised: 1-5-15
Reset
*230305*
BARBARA K. CEGAVSKE
Secretary of State
(775) 684-5708
*230305*
Customer Order Instructions
SUBMIT THIS COMPLETED FORM WITH YOUR FILING
Processing
Service Requested:
24-Hour Expedite
Regular
(additional fee included)
Date:
Name of Entity:
Return to:
Phone:
Contact Name:
Return Delivery:
(email or fax options do not receive a copy via mail; must be ordered separately)
Fax to:
Email to:
Hold for Pick Up
Mail to Address Above
FedEx: Acct #
Other: (explain below)
Order Description: (include items being ordered and fee breakdown)*
*PLEASE NOTE: this office keeps the original paperwork. The first file
stamped copy ordered at the time of filing is at no charge. Each additional
copy is $2.00 per page (plus $30.00 for each certification).
Total Amount:
Method of Payment:
Check/Money Order
Credit Card (attach ePayment checklist)
Trust Account:
Use balance remaining in job #
Nevada Secretary of State Customer Order Instructions
Revised: 1-5-15
Reset
*230405*
BARBARA K. CEGAVSKE
Secretary of State
(775) 684-5708
*230405*
1 or 2-Hour Expedite
Customer Order Instructions
SUBMIT THIS COMPLETED FORM WITH YOUR FILING
Processing
Service Requested:
2-Hour Expedite
1-Hour Expedite
(additional $500.00 fee included)
(additional $1000.00 fee included)
Date:
Name of Entity:
Return to:
Phone:
Contact Name:
Return Delivery:
Fax to:
Email to:
Hold for Pick Up
Mail to Address Above
FedEx: Acct #
Other: (explain below)
Order Description: (include items being ordered and fee breakdown)*
*PLEASE NOTE: this office keeps the original paperwork. The first file
stamped copy ordered at the time of filing is at no charge. Each additional
copy is $2.00 per page (plus $30.00 for each certification).
Total Amount:
Method of Payment:
Check/Money Order
Credit Card (attach ePayment checklist)
Trust Account:
Use balance remaining in job #
Nevada Secretary of State 1-2 Hr Customer Order Instructions
Revised: 1-5-15
Reset
BARBARA K. CEGAVSKE
Secretary of State
Phone: (775) 684-5708
24-hour, 2-hour and 1-hour
Expedite Service Guidelines
IMPORTANT: To ensure expedited service, please mark “Expedite” in a conspicuous place at
the top of the service request. Please indicate method of delivery.
24-HOUR EXPEDITE SERVICE
The Secretary of State offers a 24-hour expedite service on most filings processed by this office. If you choose to utilize
this service, please enclose with your filing the additional expedite fee. Please note that this expedite fee is in addition to
the standard fee charged on each filing and/or order. Check the 24-hour expedite box on your customer order instruction
form. If not using our order form, state clearly in your cover letter that you are requesting 24-hour expedited service,
include your telephone number and return information. Attach the order form or cover sheet to the top of your filing and
submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other arrangements are made. This
office does not fax confirmation of a 24-hour expedite.
The fee for 24-hour handling ranges from $25.00 to $125.00. Please consult our fee schedules for the appropriate 24hour expedite fee. If you require assistance, please contact this office.
Time Constraints: Each filing submitted receives same day filing date and may be picked up within 24-hours. Filings to
be mailed the next business day if received by 2:00 pm of receipt date and no later than the 2nd business day if received
after 2:00 pm. Expedite period begins when filing or service request is received in this office in fileable form.
the 2-hour expedite service, please enclose with your filing an additional $500.00 per filing and/or order. Please note that
this expedite fee is in addition to the standard fee charged on each filing and/or order. Complete and submit the 2-hour
customer order instruction form. If not using our order form, state clearly in your cover letter that you are requesting 2hour expedited service and include your telephone number and return information. Attach the order form or cover sheet
to the top of your filing and submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other
arrangements are made.
the 1-hour expedite service, please enclose with your filing an additional $1000.00 per filing and/or order. Please note
that this expedite fee is in addition to the standard fee charged on each filing and/or order. Complete and submit the 1hour customer order instruction form. If not using our order form, state clearly in your cover letter that you are requesting
1-hour expedited service and include your telephone number and return information. Attach the order form or cover sheet
to the top of your filing and submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other
arrangements are made.
1-Hour and 2-Hour Time Constraints: Each filing submitted for either 1-hour or 2-hour expedite receives same day
filing date and will be acknowledged by fax or e-mail within expedite service time. Failure to indicate method of
acknowledgement (fax or e-mail) or to provide a correct fax number or e-mail address may prevent the Secretary of State
from acknowledging the filing of such documents. Filings may be picked up within the expedite service period. Filings to
be mailed will be mailed out no later than the next business day following receipt. Expedite period begins when filing or
service request is received in this office in fileable form.
The Secretary of State reserves the right to extend the expedite period in times of extreme
volume, staff shortages or equipment malfunction. These extensions are few and will rarely
extend more than a few hours.
Nevada Secretary of State Expedite Guidelines
Revised: 1-5-15
*230105*
*230105*
BARBARA K. CEGAVSKE
Secretary of State
(775) 684-5708
ePayment Checklist
(For Counter, Fax and Mail Requests)
Service Type:
Counter
Order Processing Requested:
(Expedite Processing Requires Additional Fees)
24-HOUR Expedite
Regular Processing
Payment by Card
Card Type:
Fax
Mail
2-HOUR Expedite
1-HOUR Expedite
(card holder name and billing address required below)
VISA
Discover
MasterCard
American Express
Customer Credit Card Number:
V CODE*
* 3-digit number found on the far right of the backside of VISA, MasterCard and Discover cards
4-digit number found on the front right side of American Express card.
NOTICE: For security and verification purposes, all credit card payments must include the 3 or 4-digit CVV2 code
(VCode) number located on the credit card. Failure to include this code will result in the rejection of your filing or service
request.
Credit Card Expiration Date:
Month
Year
Amount to Charge Card:
USD $
Order Information (required)
Entity Name/Order Reference:
Card Holder Information:
Name as it Appears on the Account
Billing Address
City, State, Zip
Telephone
Payment Authorization
I authorize the Secretary of State to bill an amount not to exceed the following to be charged to the above listed
account(s):
X
Not to Exceed Amount:
USD $
Authorized Signature
Nevada Secretary of State ePayment Checklist
Revised: 1-5-15
Reset
BARBARA K. CEGAVSKE
Secretary of State
Phone: (775) 684-5708
Profit Corporation Fee Schedule
Effective 7-1-08
Page 1
PROFIT CORPORATIONS INITIAL FILING FEE : Pursuant to NRS 78, 80, 78A, and 89 Domestic
and Foreign Corporations, Close Corporations and Professional Corporations.
Fees are based on the value of the total number of authorized shares stated in the Articles of
Incorporation as prescribed by NRS 78.760:
$75,000 or less
over $75,000 and not over $200,000
over $200,000 and not over $500,000
over $500,000 and not over $1,000,000
$75.00
$175.00
$275.00
$375.00
OVER $1,000,000
For the first $1,000,000
For each additional $500,000 - or fraction thereof
Maximum fee
$375.00
$275.00
$35,000.00
For the purpose of computing the filing fee, the value (capital) represented by the total number of
shares authorized in the Articles of Incorporation is determined by computing the:
A. total authorized shares multiplied by their par value or;
B. total authorized shares without par value multiplied by $1.00 or;
C. the sum of (a) and (b) above if both par and no par shares.
Filing fees are calculated on a minimum par value of one-tenth of a cent (.001),
regardless if the stated par value is less.
The 24-hour expedite fee for Articles of Incorporation for any of the above entities is $125.00
in addition to the filing fee based upon stock.
The 2-hour expedite fee is $500.00 in addition to the filing fee based upon stock.
The 1-hour expedite fee is $1000.00 in addition to the filing fee based upon stock.
PLEASE NOTE: the expedite fee is in addition to the standard filing fee charged on each filing and/or order.
24-HOUR EXPEDITE TIME CONSTRAINTS:
Each filing submitted receives same day filing date and may be picked up within 24-hours. Filings to be mailed the next
business day if received by 2:00 pm of receipt date and no later than the 2nd business day if received after 2:00 pm.
Expedite period begins when filing or service request is received in this office in fileable form.
The Secretary of State reserves the right to extend the expedite period in times of extreme volume, staff shortages, or
equipment malfunction. These extensions are few and will rarely extend more than a few hours.
Nevada Secretary of State Fee Schedule-NF Profit Pg1
Revised: 1-5-15
BARBARA K. CEGAVSKE
Secretary of State
Phone: (775) 684-5708
Profit Corporation Fee Schedule
Effective 7-1-08
Page 2
OTHER PROFIT CORPORATION FEES:
Articles of Association pursuant to NRS 89.210 (Professional Association)
Reinstatement Fee
Certificate of Amendment, minimum fee*
Certificate pursuant to NRS 78.209 (stock split), minimum fee*
Certificate pursuant to NRS 78.1955 (stock designation)
Amendment to Certificate pursuant NRS 78.1955 (stock designation)
Amendment of Modified Name
Restated Articles, minimum fee*
Certificate of Correction, minimum fee*
Certificate of Termination (includes filings pursuant to NRS 78.209, 78.380 and 78.390)
Termination Pursuant to NRS 92A
Articles of Merger* or Exchange
Dissolution of Corporation
Withdrawal of Foreign Corporation
Preclearance of any Document
Articles of Conversion; Articles of Domestication – contact office for fee information
Revival of Corporation – contact office for fee information
Ceremonial Charter
Certificate of Good Standing
Ceremonial Certificate of Good Standing
Initial List of Officers and Directors
Annual or Amended List of Officers and Directors
$75.00
$300.00
$175.00
$175.00
$175.00
$175.00
$175.00
$175.00
$175.00
$175.00
$350.00
$350.00
$100.00
$100.00
$125.00
Annual List of Officers and Directors (Professional Association)
24-Hour Expedite fee for above filings
$150.00
$125.00
Apostille
24-Hour Expedite fee for above filing
$20.00
$75.00
Name Reservation
24-Hour Expedite fee for above filing
$25.00
$50.00
Change of Noncommercial Registered Agent
Change of Registered Agent by Represented Entity
Resignation of Director or Officer
Resignation of Registered Agent (plus $1.00 for each additional entity listed)
24-Hour Expedite fee for above filings
$60.00
$60.00
$75.00
$100.00
$25.00
Certification of Documents – per certification
Copies – per page
Late Fee for List of Officers
Business License Fee (Professional Corporation created pursuant to NRS Chapter 89 - $200.00)
$30.00
$2.00
$75.00
$500.00
$100.00
$50.00
$100.00
$150.00
See List Fee
Schedule
*Fee will be higher if stock is increased a significant amount, according to the initial filing fee schedule on page 1 of the profit corporation
fee schedule. Maximum fee for an increase in stock is $35,000.00.
2-Hour Expedite is available on all of the above filings at the fee of $500.00 per item.
1-Hour Expedite is available on all of the above filings at the fee of $1000.00 per item.
PLEASE NOTE: the expedite fee is in addition to the standard filing fee charged on each filing and/or order.
24-HOUR EXPEDITE TIME CONSTRAINTS: Each filing submitted receives same day filing date and may be picked up within 24hours. Filings to be mailed the next business day if received by 2:00 pm of receipt date and no later than the 2nd business day if
received after 2:00 pm. Expedite period begins when filing or service request is received in this office in fileable form. The Secretary of
State reserves the right to extend the expedite period in times of extreme volume, staff shortages, or equipment malfunction. These
extensions are few and will rarely extend more than a few hours.
Nevada Secretary of State Fee Schedule-Profit Pg2
Revised: 7-1-15
BARBARA K. CEGAVSKE
Secretary of State
Phone: (775) 684-5708
www.nvsilverflume.gov
Commercial Recordings
Copies and Certification Services
Fee Schedule
The following is a list of copies and certification services and the associated fees for Commercial Recording and
apostille/certification services. Fees are per document unless otherwise noted.
SERVICE REQUESTED:
Copies
Certification of Document
Search
Certificate of Existence (evidence of good standing – short form)
Certificate of Existence (listing amendments – long form)
Ceremonial Certificate of Good Standing
Certificate Evidencing Name Change
Certificate of Fact of Merger
Certificate of Default
Certificate of Revocation
Certificate of Dissolution
Certificate of Withdrawal
Certificate of Cancellation
Certificate of Non-Existence
Miscellaneous Certificates
Apostille (Hague Treaty Nations)/Certification (Non-Hague Treaty Nations)
Corporate Charter
Ceremonial Charter
$2.00 per page
$30.00
$50.00
$50.00
$50.00
$100.00
$50.00
$50.00
$50.00
$50.00
$50.00
$50.00
$50.00
$50.00
$50.00
$20.00
$50.00
$100.00
EXPEDITE SERVICE:
Expedite service is available for copies, certificate and certification services. Fees for expedite service are in addition to
the fees as listed above.
24 Hour Expedite Service: Order may be picked up or mailed out within 24-hours.
Apostille
Copies: Per entity name
Certificates: Per entity name and certificate type
Search: Expedite fee on search only; additional expedite fee required for copies
$75.00
$125.00
$125.00
$125.00
2-Hour Expedite Service: Order may be picked up or mailed within 2-hours.
1 or more certificates (per entity name and certificate type)
1 or more copies (per entity name)
$500.00
$500.00
1-Hour Expedite Service: Order may be picked up or mailed within 1-hour.
1 or more certificates (per entity name and certificate type)
1 or more copies (per entity name)
$1000.00
$1000.00
BASIC INSTRUCTIONS:
1. All orders may be submitted via email to copies@sos.nv.gov or in writing, with fees enclosed, to the above address.
Payment by VISA, Mastercard, Discover or American Express are accepted. Trust account and credit card customers
may fax expedite orders only to (775) 684-5645. Trust account orders must be received on company letterhead.
2. Orders can be emailed back on most occasions. All orders not specified as a pick-up are mailed out via first-class
mail, unless a Federal Express number is provided or other major courier pickup arrangement is made.
3. Fax back service is only available for certificates or copies of 50 pages or less. This service must be requested at
time of order with complete fax information provided.
4. Each order will be returned to one address only.
Nevada Secretary of State Fee Schedule-Copies
1-5-15

Domestic (Nevada) Corporation Articles of Incorporation

Transcription

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